SIR.L Regulatory News (SIR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER OR NEW LXI SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS

FOR IMMEDIATE RELEASE

1 June 2022

RECOMMENDED SHARE OFFER WITH A PARTIAL CASH ALTERNATIVE

FOR

SECURE INCOME REIT PLC

BY

LXI REIT PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 11 May 2022, the boards of directors of Secure Income REIT plc ("SIR") and LXi REIT plc ("LXi"), announced that they had reached agreement on the terms and conditions of a recommended offer by LXi for the entire issued share capital of SIR (the "Merger"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication of the Scheme Document

SIR is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of SIR, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, an expected timetable of principal events, a valuation report in respect of SIR's portfolio of investment properties as at 31 March 2022, a valuation report in respect of LXi's portfolio of investment properties as at 31 March 2022, notices of the Court Meeting and the SIR General Meeting and details of the actions to be taken by SIR Shareholders in connection with the Scheme has been published and made available today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on SIR's website at https://www.SecureIncomeREIT.co.uk/ and LXi's website at https://www.LXiREIT.com/.

A combined prospectus and circular relating to the New LXi Shares proposed to be issued to SIR Shareholders in connection with the Merger has been approved by the Financial Conduct Authority and is expected to be published today on LXi's website at https://www.LXiREIT.com/.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the SIR General Meeting are being sent to SIR Shareholders. SIR Shareholders who hold certificated shares will also receive a Form of Election in relation to the Partial Cash Alternative.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom time unless stated otherwise

Action required in respect of the SIR Meetings

Notices of the Court Meeting and the SIR General Meeting, each of which have been convened for Wednesday 22 June 2022 at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, United Kingdom, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. and the SIR General Meeting at 10.15 a.m. or as soon thereafter as the Court Meeting has concluded or adjourned.

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majorities of: (i) eligible SIR Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible SIR Shareholders vote in favour of the SIR Resolutions at the SIR General Meeting. The Scheme must be sanctioned by the Court. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Document.

Eligible SIR Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions provided thereon and return them as soon as possible to the Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received as soon as possible and in any event no later than:

· pink Forms of Proxy for the Court Meeting: 10.00 a.m. on 20 June 2022

· blue Forms of Proxy for the SIR General Meeting: 10.15 a.m. on 20 June 2022

or, if in either case the Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day).

If the pink Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. on 20 June 2022 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it may be handed to the Chairman of the meeting or to the Registrar, Link Group, on behalf of the Chairman at the Court Meeting before the taking of the poll. However, in the case of the SIR General Meeting, unless the blue Form of Proxy is lodged so as to be received by 10.15 a.m. on 20 June 2022 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it will be invalid.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, whether in person or by proxy, so that the Court may be satisfied that there is a fair representation of the opinion of the Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly advised to sign and return your pink Form of Proxy by post or to transmit a proxy appointment and voting instruction electronically (online or through CREST) for the Court Meeting as soon as possible.

Action to be taken to receive the Partial Cash Alternative

Further details of the process for electing to participate in the Partial Cash Alternative are set out in the Scheme Document. A summary is below.

Non-CREST shareholders

SIR Shareholders who hold certificated SIR Shares and who wish to elect for the Partial Cash Alternative should complete and return the green Form of Election to Link Group, Corporate Actions, 10th Floor, Central Square 29 Wellington Street, Leeds, England, LS1 4DL as soon as possible, but in any event so as to be received by no later than 1.00 pm on 1 July 2022 (or such later date as may be announced through a Regulatory Information Service).

You should only complete and return the green Form of Election if you wish to make an election in respect of the Partial Cash Alternative. If you wish only to receive New LXi Shares in respect of your SIR Shares and not receive any cash, you do NOT need to complete and return the green Form of Election.

CREST shareholders

SIR Shareholders who are CREST shareholders and who wish to elect for the Partial Cash Alternative should elect to do so electronically via the CREST procedure set out in the Scheme Document as soon as possible, but in any event so as to be received by no later than 1.00 pm on 1 July 2022 (or such later date as may be announced through a Regulatory Information Service).

You should only make such an election if you wish to make an election in respect of the Partial Cash Alternative. If you wish only to receive New LXi Shares in respect of your SIR Shares and do not wish to receive any cash, you do NOT need to make any such election.

Recommendation

The SIR Directors, who have been so advised by the Joint Rule 3 Advisers as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing their advice to the SIR Directors, the Joint Rule 3 Advisers have taken into account the commercial assessments of the SIR Directors. The Joint Rule 3 Advisers are providing independent financial advice to the SIR Directors for the purposes of Rule 3 of the Takeover Code.

The SIR Directors consider that the terms of the Merger are in the best interests of SIR Shareholders as a whole. Accordingly, the SIR Directors have recommended unanimously that SIR Shareholders vote in favour of the Scheme at the SIR Court Meeting (or, in the event that the Merger is implemented by a Takeover Offer, to accept such Takeover Offer) and in favour of the SIR Resolutions to be proposed at the SIR General Meeting.

SIR Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majorities of eligible SIR Shareholders in relation to each of the resolutions to be proposed at the SIR General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.

Subject to the Scheme becoming Effective, SIR intends to make an application to the London Stock Exchange for the cancellation of the admission to trading of the SIR Shares on the London Stock Exchange's AIM market to take effect on or shortly after the Effective Date. The Scheme is expected to become Effective on or around 6 July 2022.

The last day of dealings in SIR Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

Additional information for SIR Shareholders

If you have any questions about the Scheme Document, the Court Meeting or the SIR General Meeting, or are in any doubt as to how to complete the Forms of Proxy or the Form of Election or to submit your proxies electronically or online, please contact the Registrar, Link Group:

· by email at OperationalSupportTeam@linkgroup.co.uk

· by submitting a request in writing to Link Group, Corporate Actions,10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or

· by phone on 0371 664 0321 from inside the UK or +44 (0) 371 664 0321 from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Link Group and the helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, legal or tax advice.

A copy of the Scheme Document and the Forms of Proxy will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

Bryan Cave Leighton Paisner LLP is acting as legal adviser to SIR in connection with the Merger.

Stephenson Harwood LLP is acting as legal adviser to LXi in connection with the Merger.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on SIR's and LXi's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to SIR Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on SIR's website at https://www.SecureIncomeREIT.co.uk/.

Notes

(1) The dates and times given are indicative only and are based on current expectations and are subject to change. References to times are to London time, United Kingdom unless otherwise stated. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to SIR Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on SIR's website at https://www.SecureIncomeREIT.co.uk/.

(2) The pink Form of Proxy for the Court Meeting, if not returned by the time stated above, may be handed to the Registrar or to the Chair of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.

(3) The blue Form of Proxy for the SIR General Meeting must be lodged by the time stated above in order to be valid or, if the SIR General Meeting is adjourned, no later than 48 hours (excluding any day that is not a Business Day) before the time fixed for the holding of the adjourned meeting.

(4) If either the Court Meeting or the SIR General Meeting is adjourned, the Voting Record Time of the adjourned meeting(s) will be 6.00 p.m. on the second Business Day before the day fixed for the adjourned meeting.

(5) The SIR General Meeting will commence at 10.15 a.m. on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.

(6) The Scheme shall become Effective as soon as a copy of the Scheme Court Order has been delivered to the Registrar of Companies.

(7) The Long Stop Date is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed in writing between LXi and SIR (with the Panel's consent and as the Court may allow, if such consent and/or approval is/are required).

IMPORTANT INFORMATION

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of SIR in any jurisdiction in contravention of applicable law.

The Merger will be implemented solely pursuant to the terms of the Scheme Document (or, if the Merger is implemented by way of a Takeover Offer, the Offer Document), which contain the full terms and conditions of the Merger, including details of how SIR Shareholders may vote in respect of the Merger.

Any decision by SIR Shareholders in respect of, or other response to, the Merger should be made on the basis of the information contained in the Scheme Document and the Combined Circular and Prospectus.

LXi will publish the Combined Circular and Prospectus, containing information on the New LXi Shares and the Combined Group.

SIR and LXi urge SIR Shareholders to read the Scheme Document and the Combined Circular and Prospectus carefully because they contain important information in relation to the Merger, the New LXi Shares and the Combined Group. 

LXi urges LXi Shareholders to read the Combined Circular and Prospectus carefully.

Any vote in respect of resolutions to be proposed at the SIR Meetings or the LXi General Meeting to approve the Merger, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document (or, if the Merger is implemented by way of a Takeover Offer, the Offer Document) and the Combined Circular and Prospectus.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

NOTICES

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for SIR and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than SIR for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Merger or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for SIR and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than SIR for providing the protections afforded to clients of Stifel nor for providing advice in connection with the matters referred to herein. Neither Stifel nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement, any statement contained herein, the Merger or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this announcement.

Jefferies International Limited, which is authorised and regulated in the UK by the FCA, is acting exclusively for LXi and no one else in connection with the Merger and shall not be responsible to anyone other than LXi for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Merger or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Merger, this announcement, any statement contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated by the FCA, is acting exclusively for LXi in its capacity as sponsor and joint financial adviser and no one else in connection with the Merger or any other matter referred to in this announcement, and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the Merger or any other matters referred to in this announcement. Neither Peel Hunt LLP nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt LLP in connection with the Merger, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Peel Hunt LLP as to the contents of this announcement.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for LXi and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters described in this announcement or any other matter referred to in this announcement. In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in LXi and SIR securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.LondonStockExchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser to LXi and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LXi for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement or any matter referred to herein.

Overseas Shareholders

This announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements of their jurisdictions.

In connection with the Merger, SIR Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their SIR Shares with respect to the Scheme at the SIR Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the SIR Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by LXi or required by the Takeover Code, and permitted by applicable law and regulation, the Merger will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Merger. If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Merger will be subject to the applicable requirements of the Takeover Code, the Panel, the Listing Rules, the AIM Rules and the London Stock Exchange.

Notice to US investors in SIR

US holders of SIR Shares should note that the Merger relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Merger is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme Document (or, if the Merger is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The New LXi Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act and applicable US state securities laws. The New LXi Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

SIR Shareholders who are or will be affiliates of LXi or SIR prior to, or of LXi after, the Effective Date will be subject to certain US transfer restrictions relating to the New LXi Shares received pursuant to the Scheme as will be further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, SIR will advise the Court that its sanctioning of the Scheme will be relied on by LXi as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to SIR Shareholders, at which Court hearing all SIR Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such holders.

None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

However, if, in the future, LXi exercises the right to implement the Merger by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations and the requirements of US state securities laws, in each case, to the extent any exemptions thereunder are not applicable.

A US holder of SIR Shares should be aware that the transactions contemplated herein may have tax consequences for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each SIR Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Merger.

It may be difficult for US holders of SIR Shares to enforce their rights and any claims arising out of US federal laws, since each of LXi and SIR are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of SIR Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK practice, LXi, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, SIR Shares outside of the US, other than pursuant to the Merger, until the date on which the Merger and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.LondonStockExchange.com.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Merger, and other information published by LXi and SIR contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of LXi and SIR about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Merger on LXi and SIR, the expected timing and scope of the Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of LXi's or SIR's or the Combined Group's operations and potential synergies resulting from the Merger.

Although LXi and SIR believe that the expectations reflected in such forward-looking statements are reasonable, neither LXi nor SIR can give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There is a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Merger; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Merger not being realised as a result of changes in general economic and market conditions in the countries in which LXi and SIR operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which LXi and SIR operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither LXi nor SIR, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither LXi nor SIR is under any obligation, and each of LXi and SIR expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.TheTakeoverPanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for LXi or SIR for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for LXi or SIR.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SIR's website at https://www.SecureIncomeREIT.co.uk/ and LXi's website at https://www.LXiREIT.com/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement.

For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SIR Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Link Group during business hours on 0371 664 0321 (from within the United Kingdom) and +44 (0) 371 664 0321 (from outside the United Kingdom) or by submitting a request in writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy form.